Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.), dated March 22, 2013, serves as a translation of a submission to the Argentine Securities Exchange Commission (CNV). The document details the agenda and supporting information for the General Shareholders' Meeting scheduled for April 11, 2013. The financial data presented covers the fiscal year ended December 31, 2012.
Key Financial Metrics
The filing provides specific figures regarding earnings, equity, and retained earnings for the fiscal year 2012. All monetary values are expressed in Argentine Pesos (AR$) unless otherwise noted.
- Net Income (Earnings): AR$ 1,493,618,000 (Ordinary shares only; Special shares reported 0).
- Total Retained Earnings: AR$ 1,556,555,031.47.
- Total Shareholders' Equity: AR$ 6,199,095,000.
- Capital Stock: AR$ 594,485,000.
- Legal Reserve: AR$ 1,201,445,000.
- Optional Reserve: AR$ 2,443,352,000.
- Independent Auditor Remuneration: AR$ 4,962,300 for 2012 (compared to AR$ 4,581,509 in 2011).
- Supervisory Committee Remuneration: Provision of AR$ 874,128 for 2012.
The filing does not provide specific values for revenue, operating margins, cash flow, debt levels, or liquidity ratios.
Material Changes and Proposals
The Board of Directors has proposed the following application of the 2012 retained earnings (Total: AR$ 1,556,555,031.47):
- Legal Reserve Fund: AR$ 298,724,146.29.
- Statutory Reserve Fund (Subordinated Debt): AR$ 71,916,000.00.
- Tax on Corporate Personal Assets: AR$ 15,234,165.18.
- Optional Reserve Fund: AR$ 1,170,680,720.00 (for future distributions).
Regarding director remuneration, the ratio of "calculated profit" to Board remuneration for 2012 is 4.97%, which is within legal limits and lower than the percentage reported for 2011. The filing notes that the proposal for the final earnings distribution will be presented at the upcoming shareholders' meeting.
Outlook, Risks, and Governance
Governance and Auditing: The filing confirms the appointment of Claudio Néstor Nogueiras as the regular independent auditor and Ernesto Mario San Gil as the alternate member for the fiscal year ending December 31, 2013. Both are members of the firm Pistrelli, Henry Martin y Asociados SRL. The Audit Committee's budget remains at AR$ 600,000, consistent with the delegation since 2006.
Debt Program: The filing seeks to defer the delegation of powers to the Board regarding the Global Program of Negotiable Obligations, ensuring compliance with Law 23576 which limits the exercise of delegated powers to two years from the relevant meeting date.
Ownership Structure: The controlling group (Messrs. Jorge Horacio Brito, Delfín Jorge Ezequiel Carballo, and Juan Pablo Brito Devoto) holds 40.08% of the capital stock. The remaining 59.92% is held by other shareholders. The controlling group does not hold convertible debt or options.
Investor Verification Checklist
- Verify the final dividend distribution proposal at the April 11, 2013, General Shareholders' Meeting, as the specific distribution amount was deferred in this filing.
- Confirm the full 2012 Annual Report and audited financial statements published on the Financial Information Highway for detailed revenue and cash flow data not included in this summary.
- Monitor the execution of the Global Program of Negotiable Obligations following the deferred delegation of powers.
- Review the ownership structure to confirm the 40.08% controlling interest held by the Brito/Carballo family group.